Latest news with #JillEvanko
Yahoo
2 days ago
- Business
- Yahoo
Chart Industries and Flowserve Announce $19 Billion All-Stock Merger of Equals
Chart Industries (GTLS, Financials) and Flowserve (FLS, Financials) will merge in an all-stock deal to form a combined industrial process technology company with an enterprise value of approximately $19 billion, the companies said Wednesday. Under the agreement, Chart shareholders will receive 3.165 Flowserve shares for each Chart share owned, resulting in 53.5% ownership by Chart investors in the new entity. Warning! GuruFocus has detected 4 Warning Signs with GTLS. The new company will combine Chart's compression, thermal, and cryogenic systems with Flowserve's pump, valve, and seal portfolio, aiming to deliver integrated solutions with strong digital overlays. Revenue from aftermarket services is projected to reach $3.7 billion annually, driven by a 5.5 million-unit installed base. Chart CEO Jill Evanko will become Chair of the new board, while Flowserve CEO Scott Rowe will lead the combined company as Chief Executive. Headquarters will be in Dallas, with continued presence in Atlanta and Houston. The transaction is expected to close in Q4 2025 pending shareholder and regulatory approvals. The companies expect $300 million in annual cost synergies within three years and incremental revenue growth of 2%. Adjusted earnings per share are projected to be accretive in year one. The combined entity plans to maintain an investment-grade balance sheet and Flowserve's historical dividend levels. This article first appeared on GuruFocus.
Yahoo
2 days ago
- Business
- Yahoo
Chart Industries and Flowserve Announce $19 Billion All-Stock Merger of Equals
Chart Industries (GTLS, Financials) and Flowserve (FLS, Financials) will merge in an all-stock deal to form a combined industrial process technology company with an enterprise value of approximately $19 billion, the companies said Wednesday. Under the agreement, Chart shareholders will receive 3.165 Flowserve shares for each Chart share owned, resulting in 53.5% ownership by Chart investors in the new entity. Warning! GuruFocus has detected 4 Warning Signs with GTLS. The new company will combine Chart's compression, thermal, and cryogenic systems with Flowserve's pump, valve, and seal portfolio, aiming to deliver integrated solutions with strong digital overlays. Revenue from aftermarket services is projected to reach $3.7 billion annually, driven by a 5.5 million-unit installed base. Chart CEO Jill Evanko will become Chair of the new board, while Flowserve CEO Scott Rowe will lead the combined company as Chief Executive. Headquarters will be in Dallas, with continued presence in Atlanta and Houston. The transaction is expected to close in Q4 2025 pending shareholder and regulatory approvals. The companies expect $300 million in annual cost synergies within three years and incremental revenue growth of 2%. Adjusted earnings per share are projected to be accretive in year one. The combined entity plans to maintain an investment-grade balance sheet and Flowserve's historical dividend levels. This article first appeared on GuruFocus.
Yahoo
5 days ago
- Business
- Yahoo
Chart + Flowserve Just Dropped a $19B Bombshell--Industrial Tech May Never Look the Same
Chart Industries (NYSE:GTLS) and Flowserve (NYSE:FLS) are joining forces in a headline-making $19 billion all-stock merger that could create one of the most dominant players in global industrial process technologies. Announced this week, the deal brings together two highly complementary businesses with a combined installed base of over 5.5 million assets across more than 50 countries. Chart shareholders will receive 3.165 shares of Flowserve for every GTLS share, giving them a 53.5% stake in the new entity. The combined company expects to generate $8.8 billion in revenue, with nearly half of that coming from high-margin aftermarket services. Warning! GuruFocus has detected 4 Warning Signs with GTLS. But this merger isn't just about scaleit's about a full-stack transformation. From cryogenic compression to digital flow management, the new firm wants to offer cradle-to-grave solutions for sectors like LNG, carbon capture, data centers, and even space. It's aiming for $300 million in cost synergies within three years, plus new cross-selling revenue opportunities that could lift topline growth by another 2%. With recurring revenue already at 42% of the total mix, management sees a path to more predictable cash flows and durable margins. Jill Evanko (Chart) will become Board Chair, while Scott Rowe (Flowserve) steps in as CEO. And the numbers? On a trailing 12-month basis, the combined entity pulled in $1.8 billion in cash flow. Management expects the deal to be accretive to adjusted EPS in year one, while maintaining a 2.0x net debt-to-EBITDA ratiosupporting steady dividends and balance sheet strength. If the deal clears shareholder and regulatory hurdles, the new firm will launch under a fresh brand name in late 2025, with headquarters in Dallas and major offices in Atlanta and Houston. For investors betting on long-term infrastructure and energy tech, this could be one to watch. This article first appeared on GuruFocus. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
6 days ago
- Business
- Business Wire
Chart Industries and Flowserve Corporation to Combine in All-Stock Merger of Equals, Creating a Differentiated Leader in Industrial Process Technologies
ATLANTA & DALLAS--(BUSINESS WIRE)--Chart Industries, Inc. (NYSE: GTLS) and Flowserve Corporation (NYSE: FLS) today announced that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a differentiated leader in industrial process technologies. The combined company is expected to have an enterprise value of approximately $19 billion based on the exchange ratio and the closing share prices for Chart and Flowserve as of June 3, 2025. Additional information can be found at a new joint website dedicated to the merger. With an installed base of more than 5.5 million assets in more than 50 countries, the combined company will address the full customer lifecycle from process design through aftermarket support. The combined company generated net revenue of approximately $8.8 billion on a combined LTM basis as of the end of Q1 2025, drawn from diverse, high-growth, attractive end markets, including approximately $3.7 billion 1 in aftermarket services revenue, representing approximately 42% of combined revenue. Under the agreement, which has been unanimously approved by the board of directors of each company, at the closing of the transaction Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. Following the close of the transaction, Chart shareholders will own approximately 53.5% and Flowserve shareholders will own approximately 46.5% of the combined company, on a fully diluted basis. 'Combining Chart and Flowserve creates a comprehensive solutions platform, with the financial strength and resilience to continue driving growth and long-term value,' said Jill Evanko, President and CEO of Chart. 'Together we will provide a complete system of capabilities from front-end engineering design to mission critical equipment through aftermarket and servicing, delivering high-quality, value-added solutions to an expanded, global customer base. With robust cash flow, meaningful synergies, and greater aftermarket growth opportunities, the combined company will be ideally positioned to deliver superior and lasting value to its shareholders.' 'The merger will create a differentiated leader with the scale and resilience to meet the significant demand for comprehensive industrial process technologies and services,' said Scott Rowe, President and CEO of Flowserve. 'Chart's and Flowserve's highly complementary businesses will strengthen our ability to meet our customers' needs, empower innovation and drive long-term, sustainable growth. The combined company will operate across diversified end markets with further exposure to premium, high-growth areas and a substantial aftermarket franchise – resulting in increased commercial opportunities. I am confident that together, we will capitalize on long-term value creation for our customers, partners, shareholders and combined global team.' Strategic and Financial Benefits Comprehensive suite of world-class, differentiated solutions. The combination brings together Chart's leading expertise in process technologies across compression, thermal, cryogenic and specialty solutions and Flowserve's leading capabilities in flow management. Combining digital platforms that underpin this full suite of solutions will enable further opportunities to differentiate solutions, offering a comprehensive digital overlay, including monitoring and predictive capabilities. Diversified and attractive end markets. The combined company will have leading capabilities across General Industrial, Industrial Gases, Data Centers, Space, Transportation, Nutrition, Carbon Capture, Energy, Power Generation, Nuclear, Chemical, Liquid Natural Gas, Water, and Mining and Minerals. The combined company will be more predictable and resilient. Expanded aftermarket franchise. The combined company will have significant recurring revenue streams, with a global installed base of more than 5.5 million assets and 42% of total combined revenue from aftermarket and service. Chart and Flowserve expect to grow the aftermarket businesses by offering enhanced services and solutions to customers through an expanded global installed base and broad geographic reach. Upside from significant cost and commercial synergies. The combination is expected to generate approximately $300 million of annual cost synergies within three years following the transaction close, primarily from materials and procurement savings, roofline consolidation, organizational efficiencies, and elimination of duplicate public company costs. The companies also expect to deliver commercial revenue synergies over time representing at least an incremental 2% growth on the combined company's revenue. Committed to investment grade balance sheet with strong cash flow profile. The combination is expected to be meaningfully accretive to the combined company's Adjusted EPS in the first year following closing. The combined company is expected to have a leverage ratio of 2.0x net debt to adjusted EBITDA at close. On a combined basis, Chart and Flowserve generated $1.8 billion of cash flow 2,3 over the 12 months ended March 31, 2025. This strong financial profile will support a balanced capital allocation strategy, deleveraging, prioritizing growth investments, and capital returns. The combined company expects to pay a quarterly dividend consistent with Flowserve's historical per share payout levels and expects to generate additional interest expense savings. Upon closing, the combined company's Board will comprise 12 directors, six of whom will be from Chart and six from Flowserve. Ms. Evanko will serve as the Chair of the combined company's Board of Directors, Mr. Rowe will serve as Chief Executive Officer of the combined company, and John Garrison will serve as Lead Independent Director of the combined company's Board. Following the closing of the transaction, the combined company will have its headquarters in Dallas, TX and expects to maintain a presence in Atlanta and Houston, supported by a global footprint across more than 50 countries. The combined company will assume a new name and brand following close. The transaction is expected to close in the fourth quarter of 2025, subject to approval of shareholders of both Chart and Flowserve, the receipt of regulatory approvals, and the satisfaction of other customary closing conditions. Conference Call and Additional Materials A joint conference call and webcast will be held today at 8:00 a.m. ET (7:00 a.m. CT) to discuss the combination. A live webcast of the conference call and associated presentation materials will be available on the investor relations section of each company's website at and as well as at Advisors Wells Fargo is serving as financial advisor and Winston & Strawn LLP is serving as legal advisor to Chart. Collected Strategies is serving as Chart's strategic communications advisor. Guggenheim Securities LLC is serving as financial advisor and Cravath, Swaine & Moore LLP is serving as legal advisor to Flowserve. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor. Veriten is serving as an independent strategic advisor to Flowserve. About Chart Industries, Inc. Chart Industries, Inc. is a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™ - clean power, clean water, clean food, and clean industrials, regardless of molecule. The company's unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair from installation to preventive maintenance and digital monitoring. Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas and CO2 capture amongst other applications. Chart is committed to excellence in environmental, social and corporate governance issues both for its company as well as its customers. With 64 global manufacturing locations and over 50 service centers from the United States to Asia, Australia, India, Europe and South America, the company maintains accountability and transparency to its team members, suppliers, customers and communities. To learn more, visit About Flowserve Corporation Flowserve Corporation is one of the world's leading providers of fluid motion and control products and services. Operating in more than 50 countries, the company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the company's Web site at Important Information about the Transaction and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed merger transaction between Chart Industries, Inc. ('Chart') and Flowserve Corporation ('Flowserve'). In connection therewith, the parties intend to file relevant materials with the SEC, including a registration statement on Form S-4 to be filed by Flowserve in connection with the proposed issuance of shares of Flowserve's common stock and preferred stock pursuant to the proposed merger transaction, which will include a document that serves as a prospectus of Flowserve with respect to such shares and a joint proxy statement of Chart and Flowserve (the 'joint proxy statement/prospectus') and, after the registration statement is declared effective, will be mailed to Chart and Flowserve stockholders seeking their approval of their respective transaction-related proposals. However, such documents are not currently available. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about each of Chart and Flowserve, once such documents are filed with the SEC, through the website maintained by the SEC at Copies of documents filed with the SEC by Chart will be available free of charge on Chart's website at Copies of documents filed with the SEC by Flowserve will be available free of charge on Flowserve's website at Participants in the Solicitation Chart, Flowserve and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Chart's stockholders and Flowserve's shareholders in respect of the proposed transaction. Information regarding Chart's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Chart's Form 10-K for the year ended December 31, 2024, filed on February 28, 2025, and its proxy statement filed on April 8, 2025, which are filed with the SEC. Information regarding Flowserve's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Flowserve's Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025, Proxy Statement on Schedule 14A for its 2025 Annual Meeting of Shareholders, filed with the SEC on April 2, 2025. To the extent holdings of Chart's or Flowserve's securities by their respective directors or executives officers have changed since the amounts set forth in their respective 2025 proxy statements, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 subsequently filed with the SEC. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the proposed merger transaction will be included in the registration statement on Form S-4 and the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. These documents (when available) can be obtained free of charge from the sources indicated above. No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward Looking Statements Certain statements made in this communication are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed merger transaction between Chart and Flowserve including future financial and operating results, statements related to the expected timing of the completion of the transaction, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as 'may,' 'will,' 'should,' 'could,' 'expects,' 'anticipates,' 'believes,' 'projects,' 'forecasts,' 'outlook,' 'guidance,' 'continue,' 'target,' 'estimates,' 'potential,' 'intends,' 'plans,' or the negative of such terms or comparable terminology. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the potential merger transaction, including the expected time period to consummate the potential merger transaction, and the anticipated benefits (including synergies) of the potential merger transaction. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Chart and Flowserve, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to: the risk that regulatory approvals are not obtained or are obtained subject to conditions, limitations or restrictions that are not anticipated by Chart and Flowserve; the failure to receive, on a timely basis or otherwise, the required transaction-related approvals of Chart's stockholders and Flowserve's shareholders; potential delays in consummating the proposed merger transaction, including as a result of failure to receive any regulatory approvals (or any conditions, limitations or restrictions placed on such approvals); the ability to integrate the operations of Chart and Flowserve in a successful manner and in the expected time period; the possibility that any of the anticipated benefits and projected synergies of the proposed merger transaction will not be realized or will not be realized within the expected time period; the possibility that competing offers or acquisition proposals may be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances which would require Chart or Flowserve to pay a termination fee; risks that the anticipated tax treatment of the proposed merger transaction is not obtained; unforeseen or unknown liabilities; customer, stockholder, regulatory and other stakeholder approvals and support; unexpected future capital expenditures; the combined company's ability to pay a quarterly dividend as expected; potential litigation relating to the proposed merger transaction that could be instituted against Chart, Flowserve or their respective directors; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the effect of the announcement, pendency or completion of the proposed merger transaction on the parties' business relationships and business generally; risks that the proposed merger transaction disrupts current plans and operations of Chart or Flowserve and potential difficulties in employee retention as a result of the proposed merger transaction, as well as the risk of disruption of management and ongoing business operations during the pendency of, or following, the proposed merger transaction; uncertainties as to whether the proposed merger transaction will be consummated on the anticipated timing or at all or, if consummated, will achieve its anticipated economic benefits, including as a result of risks associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the proposed merger transaction which are not waived or otherwise satisfactorily resolved; changes in commodity prices; negative effects of this announcement, and the pendency or completion of the proposed merger transaction on the market price of Chart's or Flowserve's common stock and/or operating results; rating agency actions and the ability to access short- and long-term debt markets on a timely and affordable basis; various events that could disrupt operations, including severe weather, cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; labor disputes; changes in labor costs and labor difficulties; the effects of industry, market, economic, political or regulatory conditions outside of Chart's or Flowserve's control; legislative, regulatory and economic developments targeting public companies in the industrial sector; global supply chain disruptions and the current inflationary environment; the substantial dependence of Chart's and Flowserve's sales on the success of the energy, chemical, power generation and general industries; economic, political and other risks associated with the international operations of Chart and Flowserve; potential adverse effects resulting from the implementation of tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; and the risks described in Item 1A 'Risk Factors' of Chart's and Flowserve's most recent Annual Reports on Form 10-K and in subsequent filings with the SEC. Other unpredictable or factors not discussed in this communication could also have material adverse effects on forward-looking statements. All forward-looking statements included in this communication are based on information available to Chart and Flowserve on the date hereof and Chart and Flowserve undertake no obligation to update or revise any forward-looking statement. Non-GAAP Measures Certain financial measures included herein, including EBITDA, Adjusted EBITDA, Adjusted EPS, Net Debt and estimates of cost and revenue synergies, among others, are not made in accordance with U.S. GAAP, and use of such terms varies from others in the same industry. Non-GAAP financial measures should not be considered as alternatives to net income (loss), net income margin or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance or cash flows as measures of liquidity. Non-GAAP financial measures have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for results as reported under U.S. GAAP. Projected GAAP financial measures and reconciliations of projected non-GAAP financial measures are not provided herein because such GAAP financial measures are not available on a forward-looking basis and such reconciliations could not be derived without unreasonable effort.
Associated Press
01-05-2025
- Business
- Associated Press
Chart Industries Reports First Quarter 2025 Financial Results
ATLANTA, May 01, 2025 (GLOBE NEWSWIRE) -- Chart Industries, Inc. (NYSE: GTLS) today reported results for the first quarter 2025 ended March 31, 2025. First quarter 2025 highlights compared to first quarter 2024: 'We delivered strong order and organic sales growth of 17.3% and 6.6% in the first quarter of 2025. This marks our fourth consecutive quarter of reported gross profit margin above 33%, which contributed to a 190 basis points expansion in adjusted operating income margin,' stated Jill Evanko, Chart Industries' CEO and President. 'We continue to focus on debt paydown and achieving our target net leverage ratio of sub 2.5 in 2025 supported by our expectations for full year free cash flow in excess of $550 million.' Summary of first quarter 2025. First quarter 2025 orders of $1.32 billion increased 17.3% when compared to the first quarter 2024 and included the previously announced order for phase two of Woodside Louisiana LNG. First quarter 2025 orders contributed to March 31, 2025 backlog of $5.14 billion, the first time above $5 billion. Examples of the broad-based market activity include orders in space exploration, HLNG vehicle tanks, nuclear and marine. First quarter 2025 orders were each greater than full year 2024 orders for the previously mentioned end markets. Highlights for the quarter include booking the first serial run order for HLNG vehicle tanks with Volvo-Eicher, a brazed aluminum heat exchanger order with Honeywell UOP, multiple tank and heat exchanger orders with a space exploration customer, multiple railcars with a large industrial gas customer, and an order with Enaon EDA for three regas plants in Europe. Sales of $1.00 billion in the first quarter increased 6.6% organically and reflected growth in three of our four segments when compared to the first quarter 2024. Reported gross profit margin of 33.9% increased 210 bps when compared to the first quarter 2024 and has been above 33.0% for the past four consecutive quarters. Three of our four segments had an increase in gross profit margin of more than 330 bps when compared to the first quarter 2024. While Repair, Service and Leasing ('RSL') had a decrease in gross profit margin of 200 bps, RSL gross profit margin of 44.7% was consistent with our ongoing margin expectations for the segment. Reported operating income of $152.3 million (15.2% of sales) was $198.8 million when adjusted for integration related and restructuring items, resulting in 19.9% adjusted operating income margin, an increase of 190 bps compared to the first quarter 2024. Our increase in gross profit margin was leveraged to operating income with consistent selling, general and administrative expenses ('SG&A') as a percent of sales at 14.1%. Additionally, three of our four segments' adjusted operating margin increased more than 220 bps compared to the first quarter 2024. EBITDA of $215.2 million (21.5% of sales) was $231.1 million when adjusted for the items described above, resulting in 23.1% adjusted EBITDA margin, an increase of 80 bps. This resulted in reported diluted EPS of $0.99, or $1.86 when adjusted. In the first quarter 2025, FCF was negative $80.1 million, driven by typical first quarter cash outlays including our semi-annual senior secured notes' interest payment, timing of insurance costs, and bonus payments, amongst other seasonal items. March 31, 2025 net leverage ratio was 2.91 and we reiterate our target net leverage ratio of 2.0 to 2.5, expected to be achieved by the end of 2025. First quarter 2025 working capital (defined as net accounts receivable, net inventory, unbilled contract revenue, accounts payable, customer advances and billings in excess) as a percent of last twelve months sales was 16.3%. The average working capital of the past twelve months as a percent of the past twelve months average sales was 15.3%. In February 2025, we shared that we signed a letter of intent (with a new counterparty) to replace our HTEC put/call option that could have been exercised by I Squared Capital on or after May 1, 2025. The new agreement was executed this week, on April 30, 2025. Based on the put option triggers in the new agreement (which are substantially similar to the previous arrangement), we do not expect any balance sheet or cash impact with respect to such option prior to 2028. First quarter 2025 segment results (as compared to the first quarter 2024). Cryo Tank Solutions ('CTS'): First quarter 2025 CTS orders of $152.6 million decreased 4.2% when compared to the first quarter 2024 and increased 10.2% sequentially compared to the fourth quarter 2024, resulting in the first sequential quarter increase in CTS backlog since the first quarter 2024. CTS first quarter 2025 sales of $153.2 million declined 4.1% yet grew 2.0% sequentially versus the fourth quarter 2024. CTS first quarter 2025 gross profit margin of 24.3% was 380 bps better than the first quarter 2024 and adjusted operating income margin of 12.7% improved 220 bps. Heat Transfer Systems ('HTS'): First quarter 2025 HTS orders of $220.7 million declined 7.0% when compared to the first quarter 2024. HTS end market demand including traditional energy, LNG and data centers all remain robust, as does our commercial pipeline, and we anticipate larger orders in these markets for the balance of 2025. HTS sales of $267.3 million increased 5.4% driven by conversion of LNG and data center backlog. HTS gross profit margin of 30.9% increased 330 bps compared to the first quarter of 2024. Additionally, HTS adjusted operating income margin in the first quarter 2025 was 25.5%, a 460 bps improvement compared to the first quarter 2024, as SG&A remains consistent with higher volumes. Specialty Products: First quarter 2025 Specialty Products orders of $487.7 million increased 24.6% when compared to the first quarter 2024 and included record orders in nuclear, space exploration, marine and HLNG vehicle tanks. Specialty Products sales of $276.1 million increased 16.7% when compared to first quarter 2024 driven primarily by backlog conversion in hydrogen, water treatment and power generation. Gross profit margin of 30.3% increased 540 bps when compared to the first quarter of 2024 and was the first quarter to achieve gross margin above 30.0% since the third quarter of 2022. The improvement reflects improved margin on hydrogen and infrastructure projects and the benefits of increased efficiencies, on a year over year basis, at our start up Theodore, Alabama facility. Specialty Products adjusted operating income margin of 18.9% grew 560 bps compared to the first quarter 2024, driven by backlog conversion, fewer inefficiencies and leverage of SG&A. Repair, Service and Leasing: RSL first quarter 2025 orders of $454.6 million grew 36.1% when compared to the first quarter 2024. New long-term service and framework agreements increased as of March 31, 2025 by 10.7% compared to December 31, 2024. We booked orders on our e-commerce Chart Parts website in the first quarter with 58 customers that previously had not ordered via e-commerce. RSL sales grew 1.3% compared to the first quarter of 2024. First quarter 2025 RSL gross profit margin of 44.7% declined 200 bps driven by the first quarter of 2024 having more higher margin spare sales. RSL adjusted operating income margin of 32.4% decreased 270 bps when compared to the first quarter 2024. April 2025 demand commentary. April orders were in line with expectations, and based on early indications we currently anticipate a second quarter book to bill of greater than 1.0. The start of the second quarter 2025 and our customers' feedback for specific end markets reflects expectations for continued positive trends in marine, metals, mining, energy, natural gas, space exploration, nuclear, data centers, aftermarket, carbon capture and hydrogen in Europe. Generally, water treatment, general industrial, HLNG vehicle tanks, and food and beverage are in line with original expectations coming into 2025. Finally, we are watching uncertainty driven by tariffs in the industrial gas and hydrogen in Americas. Broadly, although we have not yet seen it in our results, we recognize we face an uncertain global environment for the remainder of 2025. Tariff-Related Actions. Our team remains agile to respond to commercial and cost uncertainties resulting from the tariff situations. Our business has a strong project backlog and approximately one-third of our revenue is from aftermarket, service and repair activities. Additionally, the RSL segment contributed approximately half of our adjusted operating income in the full year 2024 before corporate expenses. Based on communicated tariff rates as of April 30, 2025 including the implementation of those currently suspended we anticipate a gross tariff impact of ~$50 million before any cost mitigations, future targeted pricing actions, or strategic share gains. Since the supply chain crisis of 2021, we have focused on a regional as well as global supply chain. We developed 'in region' supply sources and leverage our global best cost where possible. We also have a strong global manufacturing footprint with flexibility to make nearly all of our products in more than one location and one geography. We have updated long-term agreements for specific pricing mechanisms and also passed pricing through where applicable, including a recent price increase in April 2025. We purchase most project-based materials at the time of order, so have largely locked in our raw material costs for existing project backlog. Reiterate 2025 outlook. Though we have not yet seen it in our results, we recognize we face an uncertain global environment for the remainder of 2025. Based on our backlog of $5.14 billion, second quarter 2025 book to bill expectations of greater than 1.0, and customer conversations we are reiterating our full year 2025 guidance. Our full year 2025 anticipated sales are expected to be in the range of $4.65 billion to $4.85 billion with associated adjusted EBITDA between $1.175 billion and $1.225 billion and associated adjusted diluted EPS of $12.00 to $13.00 on share count of approximately 45.5 million. We continue to anticipate our tax rate will be approximately 22%. We reiterate that we anticipate ending 2025 with approximately $3 billion of net debt, based on full year 2025 FCF generation between $550 and $600 million. FORWARD-LOOKING STATEMENTS Certain statements made in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning the Company's business plans, including statements regarding completed acquisitions, divestitures, and investments, cost and commercial synergies and efficiency savings, objectives, future orders, revenues, margins, segment sales mix, earnings or performance, liquidity and cash flow, inventory levels, capital expenditures, supply chain challenges, inflationary pressures including material cost and pricing increases, business trends, clean energy market opportunities including addressable markets, and governmental initiatives, including executive orders and changes to trade policy and other information that is not historical in nature. Forward-looking statements may be identified by terminology such as 'may,' 'will,' 'should,' 'could,' 'expects,' 'anticipates,' 'believes,' 'projects,' 'forecasts,' 'outlook,' 'guidance,' 'continue,' 'target,' or the negative of such terms or comparable terminology. Forward-looking statements contained in this press release or in other statements made by the Company are made based on management's expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the Company's control, that could cause the Company's actual results to differ materially from those matters expressed or implied by forward-looking statements. Factors that could cause the Company's actual results to differ materially from those described in the forward-looking statements include: the Company's ability to successfully integrate the Howden acquisition and other recent acquisitions and achieve the anticipated revenue, earnings, accretion and other benefits from these acquisitions; slower than anticipated growth and market acceptance of new clean energy product offerings; inability to achieve expected pricing increases or continued supply chain challenges including volatility in raw materials and supply, risks related to regional conflicts and unrest, including the recent turmoil in the Middle East and the conflict between Russia and Ukraine including potential energy shortages in Europe and elsewhere; the unknown or difficult to quantify impact of enacted or threatened change to U.S. governmental trade policies, including the introduction of global tariffs on all U.S. trading partners, with certain nations, including China and, certain products, subject to substantially higher tariffs rates, as well as the possible impacts of retaliatory tariffs on products from the United States; and the other factors discussed in Item 1A (Risk Factors) in the Company's most recent Annual Report on Form 10-K filed with the SEC, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement. USE OF NON-GAAP FINANCIAL INFORMATION This press release contains non-GAAP financial information, including adjusted net income, adjusted operating income, adjusted operating income margin, adjusted earnings per diluted share, net income attributable to Chart Industries, Inc. adjusted, and EBITDA and adjusted EBITDA. For additional information regarding the Company's use of non-GAAP financial information, as well as reconciliations of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States ('GAAP'), please see the reconciliation pages at the end of this news release. The Company believes these non-GAAP measures are of interest to investors and facilitate useful period-to-period comparisons of the Company's financial results, and this information is used by the Company in evaluating internal performance. With respect to the Company's 2025 full year earnings outlook, the Company is not able to provide a reconciliation of the adjusted EBITDA, FCF or adjusted EPS because certain items may have not yet occurred or are out of the Company's control and/or cannot be reasonably predicted. CONFERENCE CALL As previously announced, the Company has scheduled a conference call for Thursday, May 1, 2025 at 8:30 a.m. ET to discuss its first quarter 2025 financial results. Participants wishing to join the live Q&A session must dial-in with the following information: PARTICIPANT INFORMATION: Toll-Free – North America: (+1) 800 549 8228 Toll North America and other locations: (+1) 289 819 1520 A live webcast and replay, as well as presentation slides, will be available on the Company's investor relations website through the following link: Q1 2025 Earnings Webcast. A telephone replay of the conference call can be accessed approximately two hours following the end of the call at 1-646-517-3975 with passcode 68945 through May 8, 2025. About Chart Industries, Inc. Chart Industries, Inc. is a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™ - clean power, clean water, clean food, and clean industrials, regardless of molecule. The company's unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair from installation to preventive maintenance and digital monitoring. Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas and CO2 capture amongst other applications. Chart is committed to excellence in environmental, social and corporate governance issues both for its company as well as its customers. With 64 global manufacturing locations and over 50 service centers from the United States to Asia, Australia, India, Europe and South America, the company maintains accountability and transparency to its team members, suppliers, customers and communities. To learn more, visit For more information, click here: Chart Industries Investor Relations Contact: John Walsh SVP, Investor and Government Relations 1-770-721-8899 [email protected] _______________ (1) Includes an additional 4.53 shares related to the convertible notes due 2024 and associated warrants in our diluted earnings per share calculation for the three months ended March 31, 2024. The associated hedge, which helps offset this dilution, cannot be taken into account under U.S. generally accepted accounting principles ('GAAP'). If the hedge could have been considered, it would have reduced the additional shares by 2.48 for the three months ended March 31, 2024. _______________ Free cash flow is not a measure of financial performance under U.S. GAAP and should not be considered as an alternative to net cash used in operating activities in accordance with U.S. GAAP. Management believes that free cash flow facilitates useful period-to-period comparisons of our financial results, and this information is used by us in evaluating internal performance. Our calculation of this non-GAAP measure may not be comparable to the calculations of similarly titled measures reported by other companies. _______________ (1) Includes the mark-to-market of our inorganic investments in Avina, McPhy, Stabilis and certain of our minority investments as well as losses from strategic equity method investments. (2) Deal related and integration costs primarily includes costs associated with integrating Howden. (3) Other one-time items includes costs associated with one time charges for a specific employment plan in South Africa, charges related to Howden costs incurred prior to the acquisition and other costs not related to current continuing operations. ______________ Adjusted earnings per common share attributable to Chart Industries, Inc. is not a measure of financial performance under U.S. GAAP and should not be considered as an alternative to earnings per share in accordance with U.S. GAAP. Management believes that adjusted earnings per common share attributable to Chart Industries, Inc. facilitates useful period-to-period comparisons of our financial results, and this information is used by us in evaluating internal performance. Our calculation of these non-GAAP measures may not be comparable to the calculations of similarly titled measures reported by other companies. Prior to the second quarter of 2024, the impacts of the mandatory convertible preferred stock dividend were excluded from adjusted earnings per common share attributable to Chart Industries, Inc. (non-GAAP). The impacts are now included in adjusted earnings per common share attributable to Chart Industries, Inc. (non-GAAP) and historical periods have been restated to reflect the change in treatment. ______________ (1) Deal related & integration costs primarily includes costs associated with integrating Howden. (2) Other includes costs associated with one time charges for a specific employment plan in South Africa, charges related to Howden costs incurred prior to the acquisition and other costs not related to current continuing operations. _____________ (1) Deal related & integration costs primarily includes costs associated with integrating Howden. _____________ Adjusted operating income (loss) is not a measure of financial performance under U.S. GAAP and should not be considered as an alternative to operating income (loss) in accordance with U.S. GAAP. Management believes that adjusted operating income (loss) facilitates useful period-to-period comparisons of our financial results, and this information is used by us in evaluating internal performance. Our calculation of these non-GAAP measures may not be comparable to the calculations of similarly titled measures reported by other companies. _______________ (1) Deal related & integration costs primarily includes costs associated with integrating Howden. (2) Other one-time items includes costs associated with one time charges for a specific employment plan in South Africa, charges related to Howden costs incurred prior to the acquisition and other costs not related to current continuing operations. (3) Includes the mark-to-market of our inorganic investments in Avina, McPhy, Stabilis and certain of our minority investments as well as losses from strategic equity method investments. _______________ The reconciliation from net income from continuing operations to EBITDA (non-GAAP) includes acquisition related finance fees and loss on extinguishment of debt. EBITDA and adjusted EBITDA are not measures of financial performance under U.S. GAAP and should not be considered as an alternative to net income from continuing operations in accordance with U.S. GAAP. Management believes that EBITDA and adjusted EBITDA facilitate useful period-to-period comparisons of our financial results, and this information is used by us in evaluating internal performance. Our calculation of these non-GAAP measures may not be comparable to the calculations of similarly titled measures reported by other companies. This press release was published by a CLEAR® Verified individual.
